UIA Logistics Ltd 
Standard Terms & Conditions

Freight Forwarding, Customs Liaison, Logistics Coordination and Related Services

Operational note: all quotations, booking confirmations, invoices and order acknowledgements should state that all business is undertaken subject to these Standard Trading Conditions.

1. Definitions

1.1 “Company” means UIA Logistics Ltd.

1.2 “Customer” means any person, firm or company instructing the Company, or on whose behalf the Company provides or arranges any Services.

1.3 “Goods” means cargo, pallets, packages, units, containers, documents and all related items handled, stored, booked, cleared or arranged by the Company.

1.4 “Services” means freight forwarding, transport arrangement, customs liaison, customs clearance support, warehousing, handling, booking, coordination and all related ancillary services.

1.5 “Carrier” or “Subcontractor” means any third party engaged by the Company to perform all or any part of the Services.

1.6 “Consignee” means the person or entity to whom the Goods are addressed or are to be delivered.

1.7 “SDR” means Special Drawing Rights as defined by the International Monetary Fund.

2. Application and Incorporation of Conditions

2.1 All Services are undertaken solely on these Standard Trading Conditions unless expressly varied in writing by a director of the Company.

2.2 Any quotation request, rate acceptance, booking, dispatch of Goods, delivery of Goods to the Company or continued use of the Services shall constitute acceptance of these Conditions by the Customer.

2.3 These Conditions apply to the transaction to which they relate and to all future dealings between the Company and the Customer unless replaced by later written terms issued by the Company.

2.4 No servant, employee, agent or subcontractor of the Company has authority to waive or vary these Conditions unless such variation is confirmed in writing by a director of the Company.

3. Status of the Company

3.1 The Company provides services primarily as a freight forwarder.

3.2 When arranging carriage, customs services, storage or related services, the Company may act as agent, as principal, or in a mixed capacity depending on the transaction.

3.3 Where the Company acts as agent, it arranges carriage or related services on behalf of the Customer and contracts with third parties in that capacity.

3.4 Where the Company acts as principal, it contracts in its own name for transport or related services.

3.5 Unless expressly agreed otherwise in writing, the Company shall be free to decide whether to act as agent or principal for any part of the Services.

3.6 The Company’s rights, defences, exclusions and limitations of liability under these Conditions shall apply whether the Company acts as agent or principal.

4. Quotations, Rates and Booking Basis

4.1 Quotations are based on the information supplied by the Customer at the time of request, including but not limited to weight, dimensions, quantity, nature of cargo, route, timing, mode, customs position and loading requirements.

4.2 If any declared detail is inaccurate, incomplete or subsequently changes, the Company may revise the quoted rate and recover any resulting additional costs.

4.3 Unless otherwise stated in writing, quotations may be withdrawn at any time before booking confirmation and do not guarantee equipment, space, route, departure or delivery slot.

4.4 Unless expressly stated otherwise in writing, quotations exclude VAT, duties, taxes, inspections, examinations, storage, demurrage, detention, waiting time, congestion surcharges, customs penalties and all abnormal or unforeseen costs.

5. Customer Responsibilities and Warranties

5.1 The Customer warrants that all information, documentation and instructions supplied to the Company are accurate, complete, legible and provided in sufficient time for performance of the Services.

5.2 The Customer warrants that it is either the owner of the Goods or is authorised by the owner and all other interested parties to accept these Conditions on their behalf.

5.3 The Customer shall provide all commercial invoices, packing lists, licences, certificates, statements, declarations, powers of attorney and other documents required for carriage, customs, sanctions screening or regulatory compliance.

5.4 The Customer shall be responsible for the correctness of cargo description, quantity, marks, weights, dimensions, values, HS codes, origin, destination, Incoterms, customs status and any special handling requirement.

5.5 If the Customer or its agents pack or load any container, trailer, pallet or transport unit, the Customer is responsible for suitable packaging, safe loading, secure stowage, weight distribution, sealing and compliance with all legal and carrier requirements.

5.6 The Company shall not be liable for any loss, damage, delay, cost, fine, penalty or additional charge arising from inaccurate, incomplete or late information, unsuitable packaging, improper loading or regulatory non-compliance by the Customer.

5.7 The Customer shall indemnify and hold the Company harmless against all liabilities, claims, losses, costs, penalties, fines and expenses arising from breach of this clause.

6. Dangerous, Hazardous, Controlled, Perishable or Restricted Goods

6.1 The Customer shall not tender dangerous, hazardous, explosive, flammable, noxious, radioactive, temperature-sensitive, environmentally harmful, controlled, military, dual-use or otherwise restricted Goods without full prior written disclosure and all documents required by law and carrier rules.

6.2 The Customer warrants that Goods declared as non-hazardous are not dangerous goods and do not require special handling, licensing or regulatory control beyond that disclosed.

6.3 If such Goods are tendered without proper disclosure, or if the Company or any competent authority reasonably considers the Goods unsafe, non-compliant or dangerous, the Company may refuse, isolate, return, store, destroy or otherwise deal with the Goods at the Customer’s sole risk and expense.

6.4 Where reasonably practicable, the Company will give notice before disposal; however, failure to do so shall not affect the Company’s rights under this clause where urgent action is reasonably required for safety or compliance.

6.5 The Customer shall indemnify the Company in full against all losses, claims, liabilities, clean-up costs, fines, penalties, delay costs and third-party claims arising from Goods falling within this clause.

7. Customs, Sanctions and Regulatory Compliance

7.1 Any customs, excise, border, trade compliance or regulatory service is undertaken on the basis that the Customer remains solely responsible for the accuracy and legality of all declarations, classifications, values, preferences, origin statements and supporting documents.

7.2 The Company may assist with declarations or appoint customs brokers, but the Customer remains liable for all duties, taxes, levies, penalties, post-clearance demands, seizures, fines and assessments relating to the Goods.

7.3 The Customer warrants that the Goods, parties, end use and destinations do not breach applicable sanctions, export controls, import restrictions or trade compliance rules.

7.4 The Customer shall indemnify the Company in full against any loss or liability arising from breach or suspected breach of customs, sanctions, export control or regulatory requirements.

8. Loading, Unloading, Waiting Time and Site Conditions

8.1 Unless expressly agreed otherwise in writing, the Customer is responsible for safe and lawful loading and unloading, including suitable labour, equipment, access, lifting arrangements, securing and site safety.

8.2 Any waiting time, wasted journey, redelivery, storage, re-booking or special handling charge incurred because the site is not ready, access is restricted, details are wrong, or labour/equipment is unavailable shall be payable by the Customer.

8.3 Any free loading or unloading time allowed by the Company or a Carrier may be revised or withdrawn if the actual requirement differs from that originally declared.

9. Duties, Taxes and Third-Party Charges

9.1 All customs duties, import or export VAT, taxes, inspections, examinations, port or terminal charges, storage, demurrage, detention, waiting time, re-delivery, re-routing and all other charges imposed by customs authorities, carriers, ports, terminals or other third parties shall be payable by the Customer in addition to the quoted price.

9.2 Such charges shall be passed on at cost, together with any agreed or reasonable administration charge, including charges arising from delays, inspections, documentation discrepancies, system holds or regulatory intervention.

9.3 If the Company pays or advances any such charge on behalf of the Customer, the Customer shall reimburse the Company immediately on demand.

10. Freight Charges, Surcharges and Additional Costs

10.1 The Customer shall pay all sums due to the Company in full without deduction, set-off, counterclaim or withholding.

10.2 Freight and related charges may include carriage charges, fuel surcharges, security surcharges, peak season surcharges, customs charges, storage, demurrage, detention, re-delivery, cancellation, return cargo, inspections, examinations and any third-party pass-through costs.

10.3 If any authority, terminal, carrier, broker, warehouse or other third party imposes charges or liabilities in connection with the Goods, the Customer shall reimburse the Company on demand.

11. Payment Terms, Interest and Credit

11.1 Payment is due within seven (7) days of the invoice date unless otherwise agreed in writing.

11.2 If credit is extended, the Company may withdraw, suspend or vary credit at any time without prior notice.

11.3 Interest may be charged on overdue sums under the Late Payment of Commercial Debts (Interest) Act 1998 together with reasonable debt recovery and legal costs.

11.4 The Company may require prepayment, payment on account or security before performing or continuing any Services.

12. Right to Subcontract and Choice of Route, Mode and Procedure

12.1 The Company may subcontract all or any part of the Services to any Carrier, customs broker, warehouse keeper, agent or other third party without prior notice to the Customer.

12.2 Any such subcontractor shall have the benefit of all rights, defences, exclusions and limitations of liability contained in these Conditions.

12.3 The Company may select or vary routes, ports, airports, terminals, carriers, modes of transport, transshipment points and handling methods as it reasonably considers appropriate.

13. General Lien and Power of Sale

13.1 The Company shall have a particular and general lien on all Goods and all documents relating to the Goods in its possession, custody or control for all sums due at any time from the Customer or any related entity.

13.2 If sums remain unpaid after not less than twenty-eight (28) days’ written notice, the Company may store the Goods at the Customer’s risk and expense and may sell or otherwise dispose of the Goods and documents to recover sums due, together with storage, handling, sale and recovery costs.

13.3 The Company’s rights under this clause are additional to any other rights available at law and shall survive delivery.

14. Cargo Insurance

14.1 The Company does not insure the Goods unless the Customer specifically requests insurance in writing and the Company confirms in writing that such insurance has been arranged.

14.2 Any insurance arranged by the Company will be subject to the insurer’s terms, conditions, exclusions and limits.

14.3 The Customer is responsible for checking that any insurance arranged is suitable and adequate for the Goods and the risk.

14.4 In the absence of express written confirmation that insurance has been arranged, the Goods are handled uninsured at the Customer’s risk.

15. Delivery, Delay and Time Not Guaranteed

15.1 All transit times, collection times, delivery times, departure dates, arrival dates and ETAs are estimates only unless the Company expressly guarantees them in writing.

15.2 The Company shall not be liable for direct or indirect loss arising from delay, missed installation dates, missed project deadlines, loss of use, loss of contract, loss of market or other economic loss.

15.3 If the Consignee refuses delivery, is unavailable, or delivery cannot be completed for reasons outside the Company’s control, the Company may store, return, re-route or otherwise deal with the Goods at the Customer’s expense.

15.4 If, notwithstanding this clause, the Company is found liable for delay, liability shall not exceed the freight charges payable for the affected service.

16. Loss, Damage, Condition of Goods and Limitation of Liability

16.1 The Customer shall inspect the Goods immediately upon delivery or collection and shall notify the Company in writing of any apparent loss, damage, shortage or irregularity as soon as possible.

16.2 A signed proof of delivery, whether physical or electronic, together with delivery photographs where applicable, shall constitute prima facie evidence of delivery in apparent good order and condition at the time of delivery.

16.3 The Company shall not be liable for latent damage, pre-existing damage, poor or inadequate packaging, inherent vice, natural shrinkage, vermin, rust, weather, temperature sensitivity, or acts or omissions of the Customer, shipper, consignee or third parties not engaged by the Company.

16.4 Except as otherwise provided by mandatory law, where the Company is liable for physical loss of, damage to or misdelivery of Goods, its liability shall not exceed the lower of:

16.5 (a) the value of the Goods lost, damaged or misdelivered;

16.6 (b) the reasonable cost of repair in the case of damage; or

16.7 (c) two (2) SDR per kilogram of the gross weight of the Goods lost, damaged or misdelivered.

16.8 The Company’s overall maximum liability shall not exceed 100,000 SDR and £100,000 sterling per event or series of events arising from a common cause, whichever is lower.

16.9 The Company shall not be liable for any indirect or consequential loss, including but not limited to loss of profit, loss of business, loss of market, loss of revenue, loss of goodwill, project delay or reputational loss.

16.10 Nothing in these Conditions excludes or limits liability for death or personal injury caused by negligence, fraud or any other liability which cannot lawfully be excluded or limited.

17. Insolvency, Failure or Default of Carriers and Third Parties

17.1 The Company shall not be responsible for the insolvency, bankruptcy, trading failure, operational default, cyber event, strike action, service withdrawal or financial collapse of any Carrier, customs broker, warehouse, platform operator or other Subcontractor, provided the Company exercised reasonable care in selecting that party.

17.2 The Company shall not be liable for non-performance or reduced performance resulting from the acts or omissions of third-party platforms, exchanges or booking intermediaries.

18. Claims Notification and Time Bar

18.1 Any visible loss or damage must be notified to the Company in writing at the time of delivery or within twenty-four (24) hours thereafter.

18.2 Any concealed loss or damage must be notified to the Company in writing within seven (7) days of delivery.

18.3 Any claim for non-delivery or delay must be notified to the Company in writing within fourteen (14) days of the date when the Goods should reasonably have been delivered.

18.4 Any other claim arising out of or in connection with the Services must be notified to the Company in writing within fourteen (14) days of the event giving rise to the claim.

18.5 No legal proceedings may be brought against the Company unless commenced within nine (9) months of delivery, expected delivery, or the event complained of, failing which all rights against the Company shall be extinguished.

19. Force Majeure

19.1 The Company shall not be liable for any failure, delay, deviation, loss or inability to perform caused by events beyond its reasonable control.

19.2 Such events include, without limitation, weather, strikes, labour unrest, congestion, accidents, road closures, customs intervention, governmental action, port disruption, IT or system outages, sanctions, embargoes, war, civil unrest, epidemic, pandemic, border disruption, cyber incident or carrier operational issues.

19.3 In such circumstances the Company may suspend, vary, cancel or terminate the Services without liability.

20. Indemnity

20.1 The Customer shall indemnify and keep the Company fully indemnified against all liabilities, losses, damages, claims, costs and expenses, including legal costs on a full indemnity basis, arising out of or in connection with:

20.2 (a) any breach by the Customer of these Conditions;

20.3 (b) inaccurate, incomplete or late information or documentation;

20.4 (c) customs, VAT, duty, excise or regulatory issues relating to the Goods;

20.5 (d) dangerous, prohibited or misdeclared Goods;

20.6 (e) the Company acting on the Customer’s instructions; or

20.7 (f) claims brought by any third party with an interest in the Goods.

21. Entire Agreement, Variations, Data and Records

21.1 These Conditions, together with any written quotation or service agreement issued by the Company, constitute the entire agreement between the Company and the Customer in relation to the Services and supersede prior oral or written arrangements on the same subject matter.

21.2 If any provision of these Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

21.3 The Company may keep and use operational, customs, booking and contact data for the purpose of performing the Services, compliance, credit control, record keeping and legal or regulatory obligations.

21.4 The Company may disclose information where reasonably necessary to Carriers, brokers, insurers, agents, authorities or professional advisers in connection with the Services.

21.5 The Customer authorises the Company to rely on electronic communications and electronically stored records in connection with any transaction.

22. Governing Law and Jurisdiction

22.1 These Conditions and all non-contractual obligations arising out of or in connection with the Services shall be governed by and construed in accordance with the law of England and Wales.

22.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute, claim or matter arising out of or in connection with these Conditions or the Services, save that the Company may bring proceedings in any other court of competent jurisdiction.